Olo's Last Public Friday: The $2B Thoma Bravo Case Study

I spent Friday afternoon watching OLO trade between $10.23 and $10.25 on a tape that may as well have been flat-lined. Volume was a rounding error against the prior week. The bid-ask was a penny. By 3:58 p.m. someone had stuck a 50,000-share market order through to round out a position, and the close printed $10.24 — one cent under the deal price. That is what the last public Friday of a $2.0 billion take-private looks like from a screen: not drama, just arithmetic. The shareholder vote is Tuesday, September 9. The result is not in question.

The contrarian read up front: the deal price isn’t the headline. The headline is that Olo — best-of-breed restaurant ordering, 750-plus brand logos, 88,000-plus locations under contract, the company every analyst pointed to as proof that restaurant SaaS deserved a software multiple — is going private at less than half its 2021 IPO valuation. $10.25 a share, all cash. The 2021 IPO priced at $25. The first-day close was north of $34. Public markets gave Olo a $5 billion-plus market cap inside a week of listing. Four years later, Thoma Bravo is buying the whole thing for $2.0 billion and the board is calling it a win — which, given what the print would have been on a Q3 miss without a bid in hand, it probably is.

What public markets will pay for restaurant software in 2025 is now a number. That number is roughly 4× forward revenue for a category leader with mid-teens growth, choppy margins, and a multi-tenant concentration risk in the ten-largest-account column. Hold that as your anchor; I’ll come back to it.

The math against the IPO

Walk the price history. Olo priced its IPO in March 2021 at $25, in the window when DoorDash had just gone public, Toast was still nine months from its own listing, and every restaurant-tech name was getting a software comp. The stock opened at $34, closed its first day at $34.75, and ran to a $52 high by August 2021. On those numbers Olo was worth roughly $8.5 billion at the peak. Then the rerate started: 2022 tech-multiple compression, 2023 platform-risk concerns after the Subway transition, 2024 sequential revenue growth that fell short of where the IPO deck implied. By April 30, 2025 — the last unaffected trading day before the deal leaked — OLO closed at $6.20. A $2.0 billion take-private at $10.25 represents a 65% premium to that unaffected price, and the board is right to call that the relevant comparable. The deal is rich versus a tape that had been beaten in.

It is not rich versus the IPO. From $25 to $10.25 is a 59% decline in per-share terms before you adjust for the dilution that happened along the way. Olo issued shares for the Wisely acquisition, ran a buyback that didn’t move the float much, and let dilution from RSUs run through the cap table at the pace public software companies do. On a fully-diluted basis the $2.0 billion total enterprise value is roughly 41% of the implied $5.0 billion the IPO assigned at pricing and around 24% of the August 2021 peak.

That is the headline I keep flagging in conversations with sponsors this week. If Olo — pure-play, asset-light, recurring-revenue, name-brand customer list — can only get to $2 billion in a take-private after four years public, the implicit message to every restaurant-software founder still pre-IPO is: don’t list. Or if you do list, list at a discount steep enough that your private comps don’t laugh you off the chart.

What Thoma Bravo is actually buying

The deal documents and the Restaurant Business coverage of the agreement signing give you the operating numbers. Olo’s trailing twelve-month revenue at signing was running in the $300 million range. The company guided to mid-teens revenue growth for the back half of 2025. Gross margin sits around 60% on the platform side, lower if you blend in the payments and Wisely (now Olo Engage) lines. Non-GAAP operating margin had crossed into positive territory in the most recent quarters; GAAP was still a loss after stock-based compensation. Roughly 750 brand customers, 88,000-plus restaurant locations, and an order volume measured in hundreds of millions of digital orders annualized.

On a $300 million revenue base and a $2.0 billion enterprise value, Thoma Bravo is paying roughly 6.7× trailing revenue and 5.8× forward revenue assuming the guidance holds. That is a long way from the 15× to 20× revenue multiples restaurant-tech names were trading at in 2021. It’s not far from where vertical SaaS take-privates have been printing in the post-2022 environment — Toast peers and adjacent verticals have been transacting in the 5× to 7× range with adjustments for growth and margin. Thoma Bravo, by reputation and by their actual run-rate over the last decade, will run the playbook: rationalize the cost structure, push price on the brand-side contracts that have been below-market, accelerate the Olo Pay (payments) attach, and either build or buy AI-adjacent capabilities into the order management spine.

The thing Thoma Bravo is not buying — and this is the part the trade press is underselling — is exposure to a public-market re-rate. If restaurant software comes back into favor in 2027 or 2028, Olo’s shareholders today will not be the ones who capture it. Thoma Bravo will. The 65% premium pays you a real cash number, but it also extinguishes your optionality. That’s the trade.

The vote is a formality. The lawsuits are noise.

Let’s be clear about the September 9 special meeting. The deal has already cleared the substantive gates. HSR antitrust waiting period was terminated early on August 18, 2025 — the FTC and DOJ looked at the combination, found nothing requiring a second request, and let it close. That’s the gate that actually kills deals; in restaurant tech it’s a non-event because Thoma Bravo doesn’t own a competing ordering platform. The shareholder vote requires a majority of outstanding shares, not a majority of votes cast, which is the higher bar. But ISS and Glass Lewis have already weighed in, the major holders have already accepted the consideration, and the share price is trading inside a penny of deal price. Arbitrage funds don’t sit on $10.24 paper if they think there’s any real chance of a no-vote.

The stockholder litigation disclosed in the August 28 8-K is the standard deal-tax. Two or three plaintiff firms file complaints alleging the proxy disclosure was inadequate. The company adds supplemental disclosures. The complaints get dismissed or settled for plaintiff-firm fees in the low six figures. None of it changes the closing. I’d be surprised if any of these complaints survive past November. It is theater, and the theater has a long tradition.

The signal worth tracking from the September 9 meeting is the proportion of outstanding shares voted, not the yes-no split. If retail turnout is high and the no-vote percentage is meaningfully above 5%, that tells you something about how Olo’s smaller holders are reading the consideration. If turnout is sleepy and the yes-vote is north of 95% of votes cast, that’s the standard print and the story moves on. My base case is the standard print.

What this tells you about restaurant SaaS in 2025

Here is the harder question, and the one the next twelve months of restaurant-tech M&A will turn on. If Olo at $2 billion is the comp, what does that imply for the next category leader to face the question of public versus private?

Three implications, in descending order of confidence.

First: public restaurant SaaS is going to keep shrinking. Olo is the second high-profile restaurant-tech name to exit the public market in the last twenty-four months — and there aren’t many left. Toast remains. PAR remains. Lightspeed has hospitality exposure but isn’t pure-play. SoundHound has restaurant voice-AI but is a different category. The float available to a public-market hospitality-tech investor is materially thinner the day Olo delists than it was the day before. Index inclusion mechanics will follow. ETFs that held OLO will need to reweight.

Second: the private-multiple ceiling just got recalibrated. Sponsor-led restaurant-tech transactions in the $500 million to $3 billion range have been pricing in a wide band — anywhere from 4× to 10× forward revenue depending on growth, margin, and category. Olo at 5.8× forward sets a new mid-market anchor. Sellers pitching above 8× are now pitching against a Thoma Bravo print that came in at 5.8× for a category-leading asset with a clean cap table and a respectable growth profile. The pitch deck phrase “Olo traded at” has just been retired. The replacement is “Olo was taken private at.”

Third — and this one is more speculative — the AI premium narrative is getting harder to underwrite in the public-equity context. Olo had been investing in AI personalization through the Wisely acquisition (rebranded Olo Engage) since 2021. The market was not paying Olo for that AI exposure in the months before the deal leaked. If anything, the market was paying Olo less than it would have paid for a hypothetical ordering-only Olo without the Engage drag. Thoma Bravo, a private buyer who does not have to mark-to-market the optionality, is the entity now positioned to extract the AI premium if there is one. The public-market discount on AI-restaurant-software optionality is real, and Olo is the proof.

The trade for next week

If you hold OLO into the September 9 vote, you collect $10.25 a share at closing — which the proxy expects within days of the vote, subject to remaining ministerial closings. The 1-cent gap to deal price is your arbitrage carry, which on an annualized basis is in the low single digits given how short the window is. There are sharper trades available in the broader take-private pipeline; this one is a clean roll-down to cash.

If you don’t hold OLO, the more interesting question is what to do with Toast — the only remaining pure-play public restaurant-tech name of meaningful scale. Toast trades on its own merits and at its own multiple. But the Olo print is going to be in every Toast investor’s mental comp set for the next four quarters, whether the sell-side puts it in their decks or not. If Olo at 5.8× forward is what private money paid for a category leader, Toast at materially above that multiple has to defend the gap on growth and margin grounds quarterly. That’s a structural pressure that wasn’t there before September 5.

The vote on Tuesday is a formality. The case study is not. A best-of-breed restaurant SaaS firm went public at $25, peaked above $50, and sold itself private at $10.25 four years later. Public markets are telling you what they think restaurant software is worth in 2025. Thoma Bravo is telling you what it’s worth to a sponsor who can run it for five to seven years away from the quarterly tape.

Those two numbers should not be the same. After Tuesday, they are.

— Marcus edits The Bottom Line for TableTransfers. Tips: [email protected].